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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 15, 2025
Date of Report (Date of earliest event reported)
YHN Acquisition I Limited
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-42251 | n/a | ||
|
(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
|
2/F, Hang Seng Building Hong Kong |
n/a | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +852 5499 8101
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Ordinary Share, no par value, and one Right entitling the holder to receive one-tenth of an Ordinary Share | YHNAU | The Nasdaq Stock Market LLC | ||
| Ordinary Share | YHNA | The Nasdaq Stock Market LLC | ||
| Rights | YHNAR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 15, 2025, YHN Acquisition I Limited (the “Company”) entered into a legally binding letter of intent (the “Letter of Intent”) with Mingde Technology Limited (“Holdco”), a Cayman Islands holding company, and Zhejiang Xiaojianren Internet Technology Co., Ltd (“XJR”), a company established in China and in the business of operating online sports platforms and providing technological solutions for health product stores.
Pursuant to the Letter of Intent, the Company will effect a business combination (the “Business Combination”) with Holdco based on an equity valuation of $396 million. Holdco and XJR agreed to complete an internal corporate structure reorganization (the “Reorganization”) no later than January 27, 2025, pursuant to which Holdco shall control and receive the economic benefits of XJR via a customary variable interest entity structure. Consummation of the Business Combination shall be subject to the execution of a mutually satisfactory definitive agreement by the parties (the “Definitive Agreement”). The parties have agreed to use their best efforts to enter into the Definitive Agreement within 30 days after the completion of the Reorganization.
Pursuant to the Letter of Intent, the parties have entered into a 90-day period of exclusivity in order to negotiate the Business Combination wherein, among other things, the parties agreed not to solicit or initiate or enter into or continue discussions, negotiations or transactions concerning any transaction that would prohibit or impair the transactions contemplated by the Letter of Intent.
The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by the full text of the letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in the Company’s and XJR’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.
Additional Information and Where to Find It
If the Definitive Agreement is entered into in connection with the proposed Business Combination, the Company will prepare a proxy statement (the “Proxy Statement”) to be filed with the United States Securities and Exchange Commission (the “SEC”) and mailed to its shareholders. The Company urges its investors and other interested persons to read, when available, the Proxy Statement, as well as other documents filed with the SEC, because these documents will contain important information about the proposed Transaction. The Proxy Statement, once available, can be obtained, without charge, at the SEC’s website (http://www.sec.gov).
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies, in favor of the approval of the proposed Transaction related matters. Information regarding the Company’s directors and executive officers is contained in the section of the Company’s Form S-1 titled “Management”, which went effective with the SEC on September 17, 2024. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Transaction may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Letter of Intent dated January 15, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 16, 2025 | ||
| YHN ACQUISITION I LIMITED | ||
| By: | /s/ Satoshi Tominaga | |
| Name: | Satoshi Tominaga | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.1
STRICTLY PRIVATE AND CONFIDENTIAL
January 15, 2025
Zhejiang Xiaojianren Internet Technology Co., Ltd
Room 2701, Building 6,
Euro American Financial City,
Cangqian Street, Yuhang District,
Hangzhou City
Mingde Technology Limited
Suite 603, 6/F,
Laws Commercial Plaza,
788 Cheung Sha Wan Road,
Kowloon,
Hong Kong
Attention: Minghui Liu
Dear Sirs,
| LETTER OF INTENT | - | BUSINESS COMBINATION BETWEEN YHN ACQUISITION I LIMITED AND MINGDE TECHNOLOGY LIMITED |
This letter of intent (“LOI”) sets forth the general terms and conditions under which YHN Acquisition I Limited (NASDAQ: YHNA) (“YHN” or the “SPAC”) proposes to effect a business combination between the SPAC and Mingde Technology Limited (the “Company”), a Cayman Islands company which, pursuant to this terms of this LOI, will be the ultimate holding company of Zhejiang Xiaojianren Internet Technology Co., Ltd (“XJR”), based on material financial and business terms and conditions of the proposed transaction described below.
The SPAC, the Company and XJR are each referred to as a “Party” and together are referred to as the “Parties”. This purchase of the securities and such other related actions the Parties will take to accomplish the business combination is referred to collectively as the “Acquisition”. The combined SPAC and Company after consummating the Acquisition is referred to as the “Combined Company”.
The Parties mutually agree that this is a legally binding LOI, which binds the parties to use their best efforts to negotiate, mutually agree on, and execute the Definitive Agreements (as defined below) on the terms set forth herein, subject to the conditions set forth in “Execution of Definitive Agreements and Fees Incurred,” below. This LOI is intended to outline the basic terms of the proposed transaction but does not contain all the terms, conditions, representations, warranties, covenants, indemnities and such other provisions as would be contained in, a definitive business combination agreement and such other definitive legal documentation / agreements with respect to the Acquisition contemplated hereby (the business combination agreement and the Ancillary Agreements defined below, are referred to together as the “Definitive Agreements”), and as such, this LOI is subject to the execution of the Definitive Agreements by the Parties.
The general terms and conditions relating to the Acquisition are as follows:
| Parties | (a) | the SPAC; |
| (b) | the Company; and |
| (c) | Lirong Liu, Conggang Chen, Minghui Liu, Hong Tan, Gang Wu |
| Transaction Structure |
The Parties will agree to be bound to use their best efforts to work together in good faith with their respective advisors to agree on a transaction structure that is most expedient for the consummation of the Acquisition.
The Acquisition will be structured as a typical “deSPAC” acquisition by a special purpose acquisition company listed in the U.S. stock market exchange, and with respect to specific transaction structuring, the scope of the Parties’ representations and warranties, conditions to closing, operational covenants and some other material scope or terms (but not the specific terms set forth in this LOI), all these will be further discussed between the Parties at a later stage. |
| Corporate Reorganization |
The Company and XJR shall complete an internal corporate structure reorganization (the “Reorganization”) no later than January 27, 2025, which shall include the following steps: |
| (1) | Establishment of intermediate holding company and WFOE: the Company shall establish an intermediate holding company in Hong Kong (the “Hong Kong Company”) and a wholly foreign-owned enterprise (“WFOE”) in China; |
| (2) | Ownership structure: The Company shall own 100% of the share capital of the Hong Kong Company, which shall in turn hold 100% equity interests in the WFOE. |
| (3) | Contractual arrangements (VIE structure): The WFOE shall enter into a series of contractual arrangements with XJR which are customary to a variable interests entity structure (“VIE”). These arrangements shall ensure that the Company controls and receives the economic benefits of XJR. |
The completion of the reorganization shall be reasonably satisfactory to the SPAC.
| Company Equity Valuation and Acquisition Consideration |
The Definitive Agreements will provide as follows: |
| Company Equity Valuation: | The equity valuation will be based on $396 million USD (subject to diligence review and confirmation and the execution of the Definitive Agreements). |
| Acquisition Consideration: | The acquisition consideration shall be an aggregate of 39,600,000 ordinary shares to be issued by the Combined Company to the shareholders of the Company. |
| Selling Securityholders’ Earnout Shares |
There will not be any earnout shares. |
| Execution of Definitive Agreements and Fees Incurred |
The Parties shall use their best efforts to execute the Definitive Agreements consistent with the terms of this LOI.
The SPAC and the Company shall use their best efforts to enter into the Definitive Agreements for the Acquisition within thirty (30) days after the completion of the Reorganization, subject to the following conditions: |
| (1) | the completion by the SPAC of its due diligence exercise on the Company, including a comprehensive review and verification of the Company’s financial statements, legal compliance, business operations, contracts, intellectual property, and any other matters deemed necessary by the SPAC to ensure the accuracy and completeness of the information provided by the Company; |
| (2) | the mutual agreement of the parties to, and the execution of, the Definitive Agreements; and |
| (3) | approval by the SPAC’s board of directors and the Company’s board of directors. |
Each of the Parties will be responsible for paying its respective legal and advisor fees, as well as other expenses incurred in connection with the transactions contemplated hereby.
| Closing Conditions | Any required governmental, regulatory and third party approvals, along with such other customary conditions precedent to transactions of this nature, shall be conditions to the closing of the Acquisition. |
| Listing | The securities of the SPAC are currently listed on The Nasdaq Global Market. |
| Provisions to be Contained in the Definitive Agreements |
The Definitive Agreements will contain customary terms and conditions including representations and warranties, closing conditions, covenants, indemnities, lock-up arrangement, ESOP (if any), financing arrangement (if any), dividend (if any), termination rights, and such other terms and conditions as the Parties shall agree, and shall include mutually agreed forms of a lock-agreement, a registration rights agreement, voting support agreements, and such other ancillary agreements as are customary and mutually agreed by the Parties (together, the “Ancillary Agreements”). |
| Confidentiality | The non-disclosure agreement dated October 11, 2024 remains in full force and effect. Notwithstanding anything to the contrary, the SPAC may disclose this LOI pursuant to any applicable laws and regulations, including the rules of the U.S. Securities and Exchange Commission (“SEC”) and Nasdaq. Following the execution of this LOI, the SPAC shall file a Form 8-K with the SEC and a mutually agreed related press release regarding the LOI and the transactions contemplated hereunder. With the exception of the Form 8-K and press release described in this section, the Parties agree not to issue any further press releases or make any further public announcement regarding the Acquisition prior to the Closing without prior written mutual consent of all Parties, except where a public announcement is otherwise required by law. |
| Exclusivity | The Parties agree that during the period commencing from the date that this LOI is signed by both parties and ending ninety (90) days from the date of this LOI (inclusive) (the “Exclusivity Period”), neither Party shall, directly or indirectly, solicit or initiate or enter into or continue discussions, negotiations or transactions with any individual, corporation, partnership, limited liability company or other entity or group (other than with each other and their respective affiliates) concerning any transaction that would prohibit or impair the transactions contemplated hereby (a “Competing Transaction”). Any negotiations in progress by either Party with respect to any Competing Transaction will be suspended during the Exclusivity Period, and in no event will either Party accept or enter into any agreement concerning any Competing Transaction during the Exclusivity Period. Either Party may extend the Exclusivity Period by notifying the other Party in writing on or before the end of the Exclusivity Period, subject to mutual agreement by the Parties. |
| Termination | This LOI shall terminate (i) by mutual agreement of the Parties upon execution and delivery of such termination in a writing signed by the Parties; (ii) by written notice of either Party to the other Party, if a court of competent jurisdiction has entered a final, non-appealable order prohibiting the consummation of the closing of the Acquisition; or (iii) on February 26, 2025, if the Parties have not entered into the Definitive Agreements. |
| Binding Effect | This LOI is intended to be a binding agreement between the Parties with respect to the terms outlined herein, subject only to the express conditions contained. The parties agree to be bound to use their best efforts to negotiate in good faith to execute the Definitive Agreements consistent with the terms of this LOI. |
| Governing Law | This amendment shall be construed in accordance with the laws of the State of New York without giving effect to any choice of conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of New York. |
| Severability | If any provision of this LOI, of the application thereof to any person or circumstance, shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this LOI and the application of such provision to such persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extend permitted by applicable law. |
| Counterparts | This LOI may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. |
If the foregoing correctly sets forth our understanding with respect to the Acquisition, please confirm by signing on the letter of confirmation and acceptance as attached and return the same to us.
| Yours truly, | |
| For and on behalf of | |
| YHN Acquisition I Limited | |
| Yangyujia An | |
| Chief Financial Officer |
CONFIRMATION AND ACCEPTANCE OF LETTER OF INTENT
YHN I Acquisition Limited
2/F, Hang Seng Building,
200 Hennessy Road,
Wanchai, Hong Kong
Attention: Ms. Yangyujia An
| RE: | LETTER OF INTENT | - | POTENTIAL BUSINESS COMBINATION BETWEEN YHN ACQUISITION I LIMITED AND MINGDE TECHNOLOGY LIMITED |
We refer to your letter of intent dated January 15, 2025 (the “LOI”). We hereby agree to and accept the terms stated in your LOI.
Yours truly,
For and on behalf of
Zhejiang Xiaojianren Internet Technology Co., Ltd
| Name: | Minghui Liu | |
| Designation: | Chief Executive Officer | |
| Date: | ||
For and on behalf of
Mingde Technology Limited
| Name: | Lirong Liu | |
| Designation: | ||
| Date: | ||